NCL Corporation Ltd., a subsidiary of Norwegian Cruise Line Holdings Ltd., entered into a Fourth Amended and Restated Credit Agreement, dated as of January 2, 2019, with Voyager Vessel Company, LLC, an indirect subsidiary of NCLC, as co-borrower, JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent, and a syndicate of other banks party thereto as joint bookrunners, arrangers, co-documentation agents and lenders. 

The Amended Senior Secured Credit Facility amends the Existing Senior Secured Credit Facility to, among other things, (a) reprice the existing $875 million revolving credit facility, (b) reprice and increase the approximately $1,299 million principal amount outstanding under the existing senior secured term A facility with a new $1,633 million senior secured term A facility, and (c) extend the maturity dates for both the New Revolving Facility and New Term A Loan Facility to January 2, 2024 or the earlier date that is 91 days prior to the final maturity date of NCLC’s 4.75% senior notes due 2021 if on such date (x) the 4.75% Notes have not been repaid (or refinanced with indebtedness maturing after January 2, 2024) by such date and (y) free liquidity does not exceed the aggregate principal amount of outstanding 4.75% Notes by at least $50.0 million. NCLC used proceeds from the New Term A Loan Facility to prepay all outstanding amounts under the existing term B loan facility. 

The applicable margin under the New Term A Loan Facility and New Revolving Facility has been reduced by 25 basis points from the Existing Senior Secured Credit Facility and is determined by reference to a total leverage ratio, with an applicable margin of between 1.75% and 1.00% with respect to Eurocurrency loans and between 0.75% and 0.00% with respect to base rate loans. The initial applicable margin for borrowings under the New Term A Loan Facility and New Revolving Facility is 1.50% with respect to Eurocurrency borrowings and 0.50% with respect to base rate borrowings. JPM and Mizuho Bank, Ltd. acted as joint lead arrangers for the amendment. The summary of the Amended Senior Secured Credit Facility does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement.